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A searchable plain-English reference for legal and contract terminology used across clauseInsight.com.
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This legal terms dictionary explains 250+ contract and legal terms in plain English, with examples, categories, and related concepts.
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IndemnificationLiability
Force majeurePerformance
SeverabilityGeneral
258 terms · local data
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258terms shown
Performance
→acceptance criteria
Standards used to decide whether work or deliverables are acceptable.
Performance
→acceptance testing
A process for checking whether deliverables satisfy agreed requirements.
Compliance
→accounting records
Financial or transactional records a party may need to maintain or provide.
Termination
→accrued rights
Rights or obligations that arose before an agreement ended and may continue afterward.
Performance
→act of god
An extraordinary natural event sometimes included in force-majeure language.
Payment
→advance payment
Payment made before goods or services are fully delivered.
Corporate
→affiliate
An entity that controls, is controlled by, or is under common control with another entity.
Drafting
→aforementioned
A formal term meaning “mentioned earlier.”
General
→agency
A relationship in which one person or entity may act on behalf of another.
General
→agent
A person or entity authorized to act for another within a defined scope.
Liability
→aggregate liability
The total liability across claims, events, or a stated period.
General
→amendment
A formal change to an agreement.
Drafting
→annex
An attached section or document containing supplemental information.
Compliance
→anti-bribery
Contractual requirements relating to prevention of bribery and corrupt payments.
Compliance
→anti-corruption
Requirements designed to prevent corruption and improper payments.
Compliance
→applicable law
The laws and regulations that apply to a party, activity, or agreement.
Disputes
→arbitration
A private dispute-resolution process in which an arbitrator decides the dispute.
Assurances
→as available
A disclaimer indicating a service is provided subject to availability and without certain assurances.
Assurances
→as is
Language indicating something is provided in its current condition, often with limited warranties.
General
→assignee
The party receiving an assigned right or interest.
General
→assignment
The transfer of contractual rights or obligations to another party.
General
→assignor
The party transferring a right or interest to another party.
Drafting
→attachment
A document included with or connected to an agreement.
Disputes
→attorney's fees
Legal fees paid to lawyers, sometimes shifted to the losing or breaching party.
Compliance
→audit rights
A contractual right to inspect records, systems, or compliance evidence.
Compliance
→audit trail
A record that helps trace actions, changes, approvals, or transactions.
Corporate
→authority
Legal or organizational power to take an action or enter an agreement.
Corporate
→authorized representative
A person permitted to act or sign on behalf of a party.
Renewal
→automatic renewal
A provision that extends the agreement automatically unless a party acts to stop renewal.
Intellectual property
→background intellectual property
Intellectual property owned or developed before a project or outside its scope.
General
→beneficiary
A person or entity intended to receive a benefit under an arrangement.
Performance
→best efforts
A performance standard requiring substantial effort, though its exact legal meaning can vary.
Performance
→best endeavours
A performance standard requiring a high level of effort, with meaning varying by jurisdiction.
Disputes
→binding arbitration
Arbitration whose decision is intended to be final and enforceable.
Performance
→breach
Failure to perform a contractual duty or obligation.
Dates
→business day
A day counted for contractual timing that usually excludes weekends and specified holidays.
Dates
→calendar day
Any day on the calendar, including weekends unless the agreement says otherwise.
Liability
→cap on liability
A contractual ceiling on the amount of covered liability.
Compliance
→certificate of insurance
Evidence showing specified insurance coverage is in place.
Corporate
→change of control
A transaction or event resulting in a change in ownership or control of a party.
Performance
→change order
A documented change to project scope, price, timing, or other agreed terms.
Payment
→chargeback
A reversal of a payment, often initiated through a payment-card process.
Disputes
→claim
A demand or assertion that a right, remedy, payment, or other relief is owed.
Disputes
→class action waiver
A provision limiting or waiving participation in class or collective proceedings.
Dates
→commencement date
The date performance, a term, or an agreement begins.
Performance
→commercially reasonable efforts
A performance standard tied to what is reasonable in a commercial context.
Confidentiality
→commercially sensitive information
Business information whose disclosure could cause commercial harm or disadvantage.
Performance
→condition precedent
An event or condition that must occur before a right or obligation becomes effective.
Performance
→condition subsequent
An event that may end or alter an existing right or obligation after it has begun.
Confidentiality
→confidential information
Information defined by the agreement as protected from unauthorized use or disclosure.
Confidentiality
→confidentiality
Duties relating to protecting and limiting use of sensitive information.
Drafting
→conflict
An inconsistency between contractual documents, terms, or obligations.
Compliance
→conflict of interest
A situation where competing interests may affect independent judgment or duties.
General
→consent
Agreement or permission given for a specified act, processing activity, or contractual step.
Damages
→consequential damages
Indirect losses that result from an event rather than from the immediate harm itself.
Formation
→consideration
Something of value exchanged to support a contract or promise.
Intellectual property
→content license
Permission granted to host, display, reproduce, or otherwise use submitted content.
Corporate
→control
Power to direct management, policies, or ownership of an entity.
Formation
→counterparts
Separate copies of an agreement that together are treated as one signed document.
Obligations
→covenant
A binding promise in a contract to do or not do something.
Termination
→cure period
A period allowed to fix a breach before further action is taken.
Privacy
→data breach
A security incident involving unauthorized access, disclosure, loss, or alteration of data.
Privacy
→data controller
A party that determines purposes and means of processing personal data in some privacy laws.
Privacy
→data deletion
Removal or destruction of data according to agreed or legal requirements.
Privacy
→data processing
Operations performed on data, especially personal data.
Privacy
→data processor
A party that processes personal data on behalf of another party in some privacy laws.
Privacy
→data retention
Rules about how long information is kept and when it is deleted or anonymized.
Privacy
→data subject
An identified or identifiable person whose personal data is processed under many privacy laws.
Performance
→deemed acceptance
A provision treating something as accepted after a stated event or period even without express approval.
Notice
→deemed notice
A rule specifying when a notice is treated as received, regardless of actual reading.
Performance
→default
A failure to meet an obligation, often after a defined deadline or event.
Performance
→deliverable
A defined item, output, document, service result, or work product to be provided.
Dates
→delivery date
The date by which goods, services, or deliverables are expected to be provided.
Payment
→deposit
An upfront payment made before full performance or delivery.
Termination
→destruction of materials
An obligation to destroy specified information or property when required.
Confidentiality
→disclosure
Providing information to another person or entity.
Disputes
→dispute resolution
The agreed process for handling disagreements under a contract.
Corporate
→due diligence
A review process used to investigate information, risks, assets, or obligations before a transaction.
Relationship
→duty of care
An obligation to use an appropriate standard of care in specified circumstances.
Damages
→duty to mitigate
An obligation in some circumstances to take reasonable steps to reduce avoidable loss.
Dates
→effective date
The date on which an agreement or provision begins to operate.
Formation
→electronic signature
A signature or signing method completed electronically.
Property
→encumbrance
A claim, lien, restriction, or other burden affecting property or rights.
General
→entire agreement
A clause stating that the written contract contains the complete agreement between the parties.
Commercial
→escrow
An arrangement where money, documents, code, or other assets are held by a third party pending conditions.
General
→estoppel
A doctrine that can prevent a party from contradicting certain prior statements or conduct in defined circumstances.
Renewal
→evergreen
A contract structure that continues or renews automatically until terminated.
Restrictions
→exclusivity
A requirement that a party deal only with another party for specified goods, services, territory, or period.
Drafting
→exhibit
An attached document or item forming part of or supporting an agreement.
Termination
→exit assistance
Services that help transition work, data, or systems when an arrangement ends.
Termination
→expiration
The ending of an agreement or right at the end of a stated period.
Compliance
→export controls
Rules restricting export or transfer of certain goods, software, technology, or services.
Assurances
→express warranty
A specific written or stated assurance about a product, service, fact, or performance.
Intellectual property
→feedback license
Permission concerning ideas, suggestions, or feedback provided about a product or service.
Relationship
→fiduciary duty
A heightened duty of loyalty or care arising in certain relationships.
Assurances
→fitness for a particular purpose
A warranty concept concerning suitability for a buyer's specific known purpose.
Performance
→force majeure
A clause addressing performance when extraordinary events outside a party's reasonable control occur.
Drafting
→foregoing
A formal term referring to something stated earlier.
Intellectual property
→foreground intellectual property
Intellectual property created specifically through a project or engagement.
Liability
→fraud
Intentional deception made to secure an unfair or unlawful benefit or cause loss.
Disputes
→governing law
The jurisdiction whose law the agreement says will govern interpretation and disputes.
Liability
→gross negligence
A serious degree of carelessness, often treated differently from ordinary negligence.
Drafting
→herein
A formal term meaning “in this document.”
Drafting
→hereinafter
A term meaning “later in this document” or “from this point onward.”
Drafting
→hereinbefore
A formal term meaning “earlier in this document.”
Drafting
→heretofore
A formal term meaning “before now” or “up to this point.”
Liability
→hold harmless
A promise that one party will not hold another responsible for certain losses or claims.
Dates
→immediately
Language requiring action at once or without delay, depending on context.
Assurances
→implied warranty
A warranty that may arise by law even if not expressly written in the contract.
Damages
→incidental damages
Secondary expenses or losses arising from a breach or harmful event.
Drafting
→including but not limited to
Language indicating listed examples are illustrative rather than exhaustive.
Drafting
→incorporated by reference
Language making another document part of the agreement without reproducing it in full.
Liability
→indemnification
A provision that may require one party to cover specified losses, claims, or costs.
Liability
→indemnify
To compensate or protect another party against specified losses, claims, or costs.
Liability
→indemnity
Protection or compensation for specified losses or liabilities.
Relationship
→independent contractor
A person or business providing services without becoming an employee solely by the contract.
Remedies
→injunctive relief
A court order requiring or preventing certain conduct.
Compliance
→insurance
Contractual requirements to maintain specified insurance coverage.
General
→integration clause
A provision saying prior discussions or documents are superseded by the signed agreement.
Intellectual Property
→intellectual property
Legal rights relating to creations such as software, inventions, brands, and content.
Payment
→interest
An added charge calculated on overdue amounts or borrowed money.
Intellectual Property
→IP assignment
A transfer of intellectual-property ownership from one party to another.
Liability
→joint and several liability
Liability structure under which each responsible party may be pursued for all or part of a covered amount.
Disputes
→jurisdiction
The authority of a court or legal system to hear a dispute.
Performance
→key personnel
Named or important individuals whose involvement may be required for performance.
Intellectual property
→know-how
Practical knowledge, methods, techniques, or experience used in a business or project.
Payment
→late fee
An additional charge imposed when payment is not made on time.
Liability
→liability cap
A maximum amount a party may be required to pay for covered liabilities.
Intellectual Property
→license
Permission to use specified intellectual property subject to defined conditions.
Intellectual property
→licensee
The party receiving permission under a license.
Intellectual property
→licensor
The party granting permission under a license.
Property
→lien
A legal claim or security interest over property to secure payment or performance.
Liability
→limitation of liability
A clause that limits the amount or kinds of losses a party may be responsible for.
Damages
→liquidated damages
A pre-agreed amount payable if a specified breach or delay occurs.
Damages
→losses
Amounts or harm for which compensation may be claimed under an agreement or law.
Corporate
→material adverse change
A significant negative change that may trigger contractual rights if defined conditions are met.
Corporate
→material adverse effect
A significant negative effect defined or interpreted within a transaction or agreement.
Performance
→material breach
A serious breach significant enough to affect the core agreement.
Drafting
→may
A word that often indicates permission or discretion rather than a mandatory obligation.
Disputes
→mediation
A facilitated negotiation process where a neutral person helps parties seek agreement.
Assurances
→merchantability
A warranty concept concerning whether goods are fit for ordinary use.
Performance
→milestone
A defined project event, achievement, or delivery point often tied to timing or payment.
Commercial
→minimum commitment
A required minimum purchase, spend, volume, or usage level.
Formation
→misrepresentation
An inaccurate statement that may have induced another party to enter an agreement.
Damages
→mitigation
Reasonable steps taken to reduce loss, harm, or damages.
General
→modification
A change to contractual terms.
Commercial
→most favored nation
A clause intended to give one party terms at least as favorable as those given to specified others.
Formation
→mutual promises
Promises exchanged by parties as part of an agreement.
Liability
→negligence
Failure to use the level of care required in the circumstances.
Payment
→net 30
A payment term indicating payment is due thirty days after the relevant invoice date or event.
Restrictions
→non-circumvention
A restriction on bypassing a party to deal directly with introduced contacts or opportunities.
Restrictions
→non-compete
A restriction on competing with a party for a defined period, territory, or activity.
Confidentiality
→non-disclosure
A restriction on revealing specified confidential information.
Restrictions
→non-disparagement
A restriction on making certain negative statements about another party.
Payment
→non-refundable
Language indicating a payment is not intended to be returned in specified circumstances.
Restrictions
→non-solicitation
A restriction on soliciting specified customers, employees, or other relationships.
Notice
→notice period
A required amount of advance notice before an action such as termination or renewal.
Drafting
→notwithstanding
A term meaning that the stated provision applies despite another rule or clause.
General
→novation
Replacement or transfer of contractual rights and obligations through a new agreement involving required parties.
Technology
→object code
Compiled machine-readable software derived from source code.
Obligations
→obligation
A duty a party is required to perform.
Technology
→open source software
Software made available under licenses that can impose notice, attribution, source-code, or distribution conditions.
Commercial
→order form
A transaction document setting commercial details under a broader agreement.
Drafting
→order of precedence
A rule deciding which document or term controls if different contract documents conflict.
Corporate
→parent company
A company that owns or controls another company.
Payment
→payment terms
The rules governing when, how, and under what conditions money must be paid.
Damages
→penalty
A contractual consequence intended to deter non-performance; enforceability can vary by jurisdiction.
Intellectual property
→perpetual license
A license intended to continue indefinitely subject to its terms.
Privacy
→personal data
Information relating to an identified or identifiable person under many privacy regimes.
Privacy
→personally identifiable information
Information that identifies or can reasonably be linked to a particular person.
Intellectual property
→pre-existing materials
Materials, tools, or intellectual property that existed before a specific project.
Disputes
→prevailing party
The party that substantially succeeds in a dispute or legal proceeding.
General
→prior written consent
Permission that must be obtained in writing before a specified action.
Payment
→pro rata
Allocated proportionally according to a stated measure such as time, quantity, or ownership.
Dates
→promptly
A timing standard requiring action without undue delay but often without a fixed number of days.
Damages
→punitive damages
Damages intended mainly to punish especially wrongful conduct.
Commercial
→purchase order
A document issued to request or authorize a purchase under specified terms.
Drafting
→pursuant
A formal term meaning “under,” “in accordance with,” or “as authorized by.”
Drafting
→pursuant to
A formal phrase meaning “under” or “in accordance with.”
Drafting
→reasonable discretion
Decision-making discretion qualified by a reasonableness standard.
Performance
→reasonable efforts
A performance standard generally requiring actions that are reasonable in the circumstances.
Drafting
→recitals
Introductory statements describing background or purpose, often beginning with “whereas.”
Compliance
→records
Documents or data maintained as evidence of activities, transactions, or compliance.
Compliance
→records retention
Requirements for keeping specified records for a defined period.
Payment
→refund
Money returned after a payment under stated conditions.
Remedies
→release
A provision giving up specified claims, rights, or liabilities.
Remedies
→remedy
A legal or contractual response available when an obligation is breached.
Renewal
→renewal notice
Notice required to renew, prevent renewal, or change a renewal arrangement.
Renewal
→renewal term
A later contract period that begins after the initial term.
Assurances
→representation
A statement of fact made by a party in connection with an agreement.
Assurances
→representations
Statements of fact made by a party, often to induce the agreement.
Assurances
→representations and warranties
Combined factual statements and contractual assurances made by a party.
Remedies
→rescission
Cancellation that seeks to unwind an agreement and restore parties toward their pre-contract position.
Confidentiality
→residuals
Information remembered by personnel after exposure to confidential material, sometimes addressed in confidentiality clauses.
Remedies
→restitution
A remedy aimed at restoring a benefit received or preventing unjust enrichment.
Termination
→return of materials
An obligation to return documents, data, equipment, or other property after a trigger event.
Commercial
→right of first offer
A right to make or receive an initial offer before a relevant asset or opportunity is offered more broadly.
Commercial
→right of first refusal
A right to match or accept a proposed transaction before it is offered or completed with another party.
Intellectual Property
→royalty
A payment tied to use, sale, or licensing of intellectual property.
Compliance
→sanctions
Legal restrictions imposed by governments or international bodies on certain persons, entities, or countries.
Drafting
→schedule
An attached part of an agreement containing detailed terms, lists, pricing, or specifications.
Performance
→scope change
A change to the agreed work or deliverables.
Performance
→scope of work
Description of the work, services, tasks, or deliverables covered by an engagement.
Privacy
→security incident
An event that may compromise systems, information, or security controls.
Performance
→service credits
Contractual credits provided when specified service levels are not met.
Performance
→service level agreement
A set of measurable service commitments and related remedies or reporting.
Payment
→set-off
A right to deduct one amount owed from another amount otherwise payable.
General
→severability
A clause intended to keep the rest of an agreement effective if one provision is invalid.
Liability
→several liability
Liability limited to a party’s own allocated share rather than the entire amount.
Drafting
→shall
Traditional drafting language commonly used to express an obligation or requirement.
Formation
→signature authority
Authority of a person to bind an organization by signing an agreement.
Technology
→software license
Terms granting permission to install, access, copy, modify, or distribute software.
Drafting
→sole discretion
Language giving a party broad decision-making discretion, subject to applicable law and contract context.
Technology
→source code
Human-readable program instructions that may be licensed, delivered, or held in escrow.
Remedies
→specific performance
A remedy requiring a party to perform a contractual obligation rather than only pay money.
Performance
→statement of work
A document defining project-specific scope, deliverables, timing, responsibilities, and commercial terms.
Disputes
→statute of limitations
A legal time limit for bringing certain claims.
Relationship
→subcontractor
A third party engaged by a contractor to perform part of the contracted work.
Drafting
→subject to
Language making a right or obligation dependent on another provision or condition.
Intellectual Property
→sublicense
Permission granted by a licensee to another person to use licensed rights.
Privacy
→subprocessor
A processor engaged by another processor to handle personal data.
Corporate
→subsidiary
A company owned or controlled by another company.
General
→successors and assigns
People or entities that later inherit or receive contractual rights or obligations.
Commercial
→supplier
A party supplying goods, services, materials, or resources.
Termination
→survival
A clause identifying obligations that continue after termination or expiration.
Termination
→survive termination
Language stating that certain obligations continue after the agreement ends.
Performance
→suspension
Temporary stopping of access, performance, or obligations without fully ending the agreement.
Commercial
→take or pay
A commercial term requiring payment for a minimum quantity whether or not it is actually taken.
Payment
→tax indemnity
An indemnity allocating responsibility for specified taxes, assessments, or related costs.
Payment
→taxes
Amounts imposed by governmental authorities that a contract may allocate between parties.
Termination
→terminate
To end an agreement or obligation.
Termination
→termination
The ending of an agreement, right, or obligation.
Termination
→termination for cause
A right to end the agreement because of a defined breach or triggering event.
Termination
→termination for convenience
A right to end the agreement without alleging breach, subject to stated conditions.
Commercial
→territory
The geographic area in which rights, restrictions, or commercial activities apply.
Drafting
→therein
A formal term meaning “in that” or “in it.”
Drafting
→thereof
A formal term meaning “of that” or “of it.”
Drafting
→thereto
A formal term meaning “to that” or “to it.”
General
→third-party beneficiary
A non-party that the agreement may intend to give enforceable rights or benefits.
Performance
→time is of the essence
Language emphasizing that timing obligations are important and delay may have greater consequences.
Confidentiality
→trade secret
Confidential business information that may receive special legal protection when kept secret.
Termination
→transition assistance
Support provided when services end or move to another provider.
Liability
→unlimited liability
Responsibility for losses without a stated monetary cap.
Privacy
→usage data
Information generated about how a product or service is accessed or used.
Technology
→user content
Content submitted, uploaded, posted, or otherwise provided by users.
Commercial
→vendor
A party providing goods or services.
Disputes
→venue
The location or court in which a dispute may be heard.
General
→waiver
A voluntary surrender or non-enforcement of a right.
Assurances
→warranties
Promises or assurances about facts, quality, authority, or performance.
Assurances
→warranty disclaimer
Language limiting or excluding warranties.
Drafting
→whereas
Traditional drafting language often used in introductory recitals.
Drafting
→whereby
A formal term meaning “by which” or “through which.”
Payment
→withholding tax
Tax withheld from a payment and remitted to a tax authority.
Drafting
→without limitation
Language indicating examples are not intended to restrict the broader meaning of a provision.
Drafting
→without prejudice
A phrase that may preserve rights or indicate that a step does not waive a legal position.
Intellectual Property
→work made for hire
A copyright concept that can make the hiring party the author or owner in qualifying circumstances.
Intellectual property
→work product
Materials, deliverables, inventions, or outputs created through services or employment.
Notice
→written notice
A formal notice that must be delivered in writing under the agreement.
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